My Regrets
by ohdon'tdoit
Summary: An Alternate ending for the Amazing Spider-Man #2 film. What if Gwen hadn't died during Peter's fight with the Green Goblin but simply fell into a coma? Full of regret and pain, Peter starts trying to make things right in his dark and dreary world. [PeterxGwen/ HarryxFelicia/ slight HarryxPeter] Rated M for adult content in later chapters.
1. Chapter 1

**This was a fanfiction commission for TurquoiseJade on DeviantArt. Story/plot ideas were created by Turquoise but written by me.**

An Alternate ending for the Amazing Spider-Man #2 film. What if Gwen hadn't died during Peter's fight with the Green Goblin? What if Peter tried to save Harry? Full of regret and pain, Peter starts trying to make things right in his dark and dreary world. [PeterxGwen/ HarryxFelicia/ slight HarryxPeter]

* * *

His senses were entirely numb. He couldn't feel the broken bone in his hand that had been damaged from his previous battle with the Green Goblin. He couldn't taste the blood that had seeped into his mouth after his lip had been busted open. He couldn't see anything that was front of him even though his eyes were wide open. The only thing he was in tune to was the sound of Gwen's breathing machine as her empty shell of a body was attached to all kinds of medical equipment in a lonely hospital room.

"She has sustained a terrible injury to her head," the doctor told Peter.

Gwen's chest was still heaving up and down as signs of life remained evident; however, there were no traces of any movements other than her steady breathing.

"She's in a deep coma. It's unlikely that she will ever awaken but all we can do is hope," the doctor continued.

Peter couldn't look away from Gwen's unconscious body. His lover, with hair as golden as the sun and eyes as vibrant as a clear blue sky, was now lying as stiff as a board and as empty as an abandoned cicada shell.

He had tried to save her. Oh, he had desperately tried to save her. He saw her slip down from the clock tower as the Green Goblin knocked her off balance, her hair had whipped around all sides of her face and her eyes, so full of fear and terror, had locked onto to Peter as he reached out to grab her. He had shot out his web in a desperate attempt to save her-he had been so sure that he would reach her in the nick of time-but right before his stringy spider web reached her, a heavy piece of concrete had crashed against her skull. His web had snagged her, catching her in its sticky grasp before she hit the floor, but it did little to rescue her from the fallen debris of the destroyed tower.

Right before the heavy brick landed on her head, Gwen's eyes had fluttered closed as she awaited her fate. It was almost as if she knew that Peter couldn't save her and she was silently accepting her fate in the two quick seconds before impact. Peter Parker, although one of the country's greatest superheroes, was still nothing more than a high school student at the end of the day. He had quick reflexes and incredible powers that mirrored those of arachnids, but he was still human. And like all humans, Peter wasn't perfect. He had messed up. He had been so focused on catching her fall that he didn't even think to use his web to knock away the remnants of the crumbling clock tower.

There had been blood. So much blood. Splashes of crimson had soaked Gwen's head, sticking to her thick hair, as Peter rushed down to cradle her unconscious form. "Gwen! GWEN!" the teenage boy cried as he held her limp body. He shook her once. He shook her twice. "Gwen! Gwen! Please be okay!" His panicky voice fell upon deaf ears as he held her close to his chest.

She didn't respond. No matter how much he screamed, no matter how much he begged, she just wouldn't wake up. He had been so certain that she had died, but he still rushed her to the hospital as quickly as he could nonetheless. He wasn't sure what had happened to the Green Goblin or even what the outcome of the battle was. He didn't care about anything else in the world at that moment; the only thing that mattered was Gwen Stacy.

She was alive, albeit barely. Her cranium had been bashed in and the doctors even told him that there was a chance that she would have severe brain damage even if she did somehow miraculously awaken. There was no telling what kind of permanent damage had been done to her fragile mind, but the true horror lied in whether or not she would slip further away from the land of the living to leave this relentless world behind.

Gwen was dying and it was his fault.

Peter continued to watch her as she slept peacefully and the longer he stood there, the darker his heart grew. He should have defeated the Green Goblin; he shouldn't have held back. He should have just let Gwen go to England to study abroad where she would have been safe. He should have been more careful and made her safety his top priority...

There were so many things he should have done. In the end, he had been weak and Gwen had ended up injured. There was nothing he could do to change the past, and as much as it pained him, he had to accept the fact that Gwen was never coming back to him.

Suddenly, his knees could no longer support his trembling body as he collapsed to the ground. Tears stung at the corner of his eyes as his hands involuntarily balled up into his fists. He was trying so hard to be strong-to be the hero that everyone expected him to be-but this was just too much for him to take in all at once. Just a few days ago, Gwen was skipping around like the happy ball of sunshine that she was. They, like every other couple in the world, had had their share of problems but they knew they could overcome any obstacle that was slung into their path as long as they stayed by each other's sides. And now, for the first time in his life since he met Gwen Stacy, he felt completely and entirely alone.

"I'm so sorry, Mr. Parker," the doctor said as he watched the brokenhearted male before him. "I don't want to get your hopes up because her situation doesn't look very promising, but I do want you to know that I have seen miracles happen in this hospital. I assure you that we are doing the very best we can. The rest is up to Ms. Stacy."

It was almost as if Peter couldn't hear the doctor's words over the sound of his agony. Peter continued to sob for a moment before he forced himself off the floor, eyes red and puffy from crying. He wiped away his tears on the sleeves of his red hoodie as he stared down at the sleeping woman once more. He knew better than to believe in miracles; things like that just didn't happen in this cruel, unforgiving world.

He turned on his heels and left the room, left the sounds of the pumping medical equipment, and left the sight of Gwen's motionless body. He couldn't bear another second of that hospital. No, it wasn't just the hospital. He needed to leave the entire city. Around every corner was a reminder of Gwen, a reminder of his job as Spider-man, and a reminder of his failure. As long as he stayed in that city he would have a responsibility to remain as Spider-man, and that was a life he no longer wanted to be a part of. What good was a superhero who couldn't even rescue his own girlfriend from falling off a clock tower?! He was done with it all.

Peter retreated back to his home momentarily, sneaking into his bedroom without waking his beloved aunt. It was now in the wee hours of the night, and as much as he wanted to tell her aunt good-bye, he knew it would be better to just leave her a note on the kitchen table and take his leave without any tearful farewells. After telling Gwen good-bye, he didn't think he couldn't heart could take any more punishments. After packing a single backpack full of his necessities, Peter cast one last glance at a picture frame on his desk. He and Gwen stood side by side, smiling as if they didn't have any worries or any problems. Those were simpler times back then; times he would never get to experience ever again.

"I'm sorry, Gwen," the brunet muttered to himself before he flipped the photo frame over, unable to bear the sight of Gwen's smiling face. Wrought with guilt, he didn't feel worthy enough to gaze upon her beautiful face ever again. It was because of him that she was trapped in a coma, and he was hell-bent on embedding that harsh fact into his brain until he believed no other truths.

It was time to go. Peter lifted up the window sill of his bedroom and was instantly met with the chilly wind of the night air. He climbed out of the window and landed gracefully on the cement below before he set off down the barren street before him. He had no idea where he was going or what kind of a future laid ahead for him. The only thing he knew was that his days of being Spider-man, and even regular Peter Parker, had finally come to an end.

* * *

Four months had passed since Peter had first decided to leave his hometown and abandon his role as Spider-man. He hopped from city to city, never staying in the same place for too long, and did a bunch of part-time jobs here and there to earn enough money to survive. He started going by other names-Joe, Jack, or even William- and sometimes he would even forget which fake alias he was using until he got completely used to no longer being Peter Parker. For someone constantly on the move, he couldn't afford to live in anything too fancy and even an apartment was out of his budget. He mostly stayed in cheap hotel rooms that were chock full of germs and roaches, but he honestly didn't have much of a choice. At least he had a roof over his head, Peter figured, and he couldn't afford to be super picky during those times.

There was no denying that he was homesick. He would have killed to have his aunt's fresh pancakes and eggs for breakfast instead of his unsatisfying stale toast every morning. And, dare he say it, he even incredibly missed going to school. And yet, Peter knew that there was no way he could ever return home. His new life, as undesirable as it was, was better than facing the facts that he was nothing more than a washed up super hero. The farther away he stayed from New York City, the better off he was-even if that meant sleeping with cockroaches and eating one dollar hot dogs from street vendors for most of his meals.

He had let down so many people back home. Each night, as he lay down on his uncomfortable, creaky mattress, he was tortured by the faces of all the people he had disappointed. George Stacy was the first person that always came to mind, the father of Gwen Stacy. Right before George met with a terrible fate, he had made Peter promise to keep Gwen out of harm's way. At the time, it had seemed like such a simple promise. George was one of the only people that knew of Spider-man's true identity, and Peter had been so confident to the point he honestly believed that he would never allow anything to happen to his beloved Gwen. Sadly, that was promise he just couldn't keep...

The second face that always managed to creep his way back into Peter's mind was Harry Osborn. Harry, his former best friend, had bestowed the role of the Green Goblin upon himself to seek revenge on Spider-man for not helping him out with his terminal illness. Peter had betrayed him... Harry had been his best friend, the one person that truly understood him, and Peter had turned his back on him. Even though Harry had attacked Gwen, Peter was so consumed by his own guilt that he couldn't even find it in himself to blame Harry for Gwen's condition. If Peter hadn't have pushed Harry so far, then Harry would have never become the Green Goblin.

It was the same thing every night. Peter would go to sleep depressed and wake up depressed. He had thought his life would grow substantially better if he turned his back on his former life, but the memories still lingered and haunted him with every breath he took. He was constantly tormented by his guilt and every time he turned on the television and learned about new criminals wreaking havoc on New York City, Peter was only further reminded that it was impossible for him run away from his past.

Day after day, news headlines read, "Where is Spider-man?" or "Please Come Back, Spider-Man". No one knew why he left. Hell, no one even knew who the vigilante known as Spider-man really was. Even after the months stretched on, the disappearance of Spider-man was all the newscasters wanted to talk about.

Well, they would also occasionally bring up the future of Oscorp.

Peter had only recently learned that Harry, the former heir to the Oscorp company, was now institutionalized at Ravencroft Asylum. Jolts of pain surged through Peter's chest whenever he thought about his friend locked up in a psychiatric ward. If anyone deserved to be locked up, Peter believed that it was himself. He could only imagine how lonely Harry was behind those bars with nothing but the memories of his former life as an ordinary college student to keep him warm at night.

The brunet's eyes were fixated on the television as Harry Osborn's face flashed across the screen. The media viewed him as a villain, as a heinous person who had nearly brought about the downfall of the Osborn Corporation. But Peter? Peter knew better than to think of Harry as nothing but the Green Goblin. It wasn't fair that Harry was being treated so poorly. Harry deserved a second chance to redeem himself, and Peter was fairly certain that he would definitely turn over a new leaf if given the opportunity. Ravencroft was a madhouse and such a toxic environment would never help Harry's mind to recover. It would only make it worse...

He looked at the clock. It was barely eight o'clock in the morning. If he took a train, he could get back to New York City in just a few hours. He could easily make it to the asylum during the visiting hours and have a proper chat with Harry-

No. He wanted to visit Harry?! What was he thinking?! Peter was probably the very last person in the world that Harry wanted to see. Nothing good would come of his visit and it would undoubtedly only make Harry suffer even more. Their relationship, torn and tattered at the seams, couldn't be mended by just a single, civil conversation. He couldn't make things right with Harry no matter how badly he wanted to, and visiting him at Ravencroft would only make things more complicated.

Peter kept mulling those thoughts over and over in his head, but his body had a plan of its own as it acted of its own accord. In minutes he was in the shower and fully dressed in his favorite t-shirt and jeans.

This is stupid. This is so stupid, Peter thought to himself as he tied the shoelaces of his sneakers. New York City was the last place he should have headed towards; he had been gone for four months and part of him didn't want to see just how corrupt the city had become in Spider-man's absence. He was also scared-no, he was terrified-of even going near the hospital. Was Gwen still there? Was Gwen still alive, hanging on nothing but a thread to keep her vital organs working? Or...did she finally bid this world farewell?

He couldn't run away anymore. He needed to face reality. If Gwen had passed on, Peter wanted to know. And even though Harry would be undeniably pissed at Peter for so boldly daring to visit him during his period of confinement, he felt that deep down this was the right decision to make.

He checked his wallet only to discover that he had enough money to pay for the hotel he had been staying at. Luckily, there was just enough to pay for the hotel and a one-way ticket to New York City. Peter swallowed down a dry lump in throat as he shoved his wallet in the pocket of his jeans before placing his shaky hand on the doorknob of his room. This was it. This was going to be the turning point in his life. He would face Harry, check to see if his girlfriend was even alive, and then figure out the rest later.

With a heavy sigh, he withdrew his hand from the doorknob. He couldn't leave just yet. There was still one more thing he needed to grab before he checked out of his hotel.

In the closet rested his abandoned Spider-man costume. Its stretchy material had been perfect for fighting crime and his mask had precisely concealed his true identity from the rest of the world. It had been a long time since he had touched the fabric of his suit, and with a heavy heart, he shoved the costume in his bag, unable to leave it behind. He wouldn't ever wear it again; he was no longer Spider-man, after all. But he was still going to bring it just in case he needed it for some strange reason.

Just in case.


	2. Chapter 2

"Are visiting hours open right now?" Peter asked, his voice cracking at the edges as anxiety rose in his chest. The receptionist behind the desk peeled her eyes away from the fashion magazine she had been thumbing through, and from the look on her face Peter could only guess that the patients at Ravencroft Institute didn't get many "visitors".

"Read the sign, sweetie," the receptionist told him curtly as she adjusted the red glasses upon the brim of her nose. She wasn't very kind and friendly for an elderly woman, but Peter figured that he, too, would have had a bit of an attitude after working as a secretary at an insane asylum.

Sure enough, there was a sign next to the main office that listed the visiting hours for the institution. It had taken every ounce of Peter's courage to finally make it inside building. After the train took him to New York City for the first time in four months, the discouraged teenager couldn't help but stand outside of Ravencroft Asylum for at least a good forty-five minutes as he realized just how stupid the whole ordeal was. He had paced around in circles, ignoring the suspicious stares of nearby strangers, as he fought with himself inwardly.

He had decided to visit Harry Osborn on a whim, and now that he was finally here, he couldn't quite bring himself to go through with it.

Part of him wished that maybe his conscience would have been eased just by him _attempting_ to visit. He had secretly hoped that maybe he would have missed visiting hours by a hair and he could just simply shrug it off by saying, " _Oh well! At least I tried!"_ before returning back to the old, worn down hotel two cities over that he had just left.

Even so, he knew that it would have been a waste. He had come all the way out here to see Harry, and there was no way he was going to let his fear stop him from doing so.

"Visitation hours end in thirty minutes," Peter said aloud as he read the sign. He shifted his gaze from the sign back to the elderly woman behind the desk. "Could I possibly get a visitor's pass to see Harry Osborn?"

The lady lowered her glasses so she could scrutinize his appearance. For a moment, Peter wondered if he said the wrong thing. Was Harry Osborn's room off-limits? Was he locked up in a high security room; possibly even restrained by a strait jacket to keep him from thrashing about?! He realized that wasn't the case when the receptionist slid a clipboard in his direction before she went back to skimming through her magazine.

"Sign your name here. You'll need to show some proper identification and a security guard will be with you shortly to escort you to Mr. Osborn's room," the woman said flatly, not even bothering to look up from the article she was reading.

Peter took that as a good sign and he breathed a heavy sigh of relief. He offered his driver's license to the receptionist, and a few minutes later he was being shown to the seventh floor of the building where Harry was being held at.

Security was just as tight as he had pictured it to be. He had been patted down and inspected to ensure that he wasn't carrying any weapons on him, and cameras decorated each and every corner of the building to document his every move. It was a little bit unsettling since Peter had never been inside such a high-security building, but it was expected of this place. Lots of criminals-and even _super-villains_ -were being held here, Harry being no exception, and Peter couldn't quite stifle the uneasiness that swirled around in the pits of his stomach.

His heart was slamming against his chest by the time they reached Harry's room, and he even found himself unable to find the words to speak. He had finally found the courage to visit Harry but his mind went completely blank as to what he should have done next. What was he going to even say to Harry? What _could_ he say?

Unfortunately, he wasn't going to be given the luxury of pondering his next move any longer as the security officer unlocked the door to Harry's room. "You can talk to him alone, but just keep in mind that everything you say and do will be recorded by our high-tech security system." The officer slid his eyes over to Peter, who immediately ducked his head in response. He probably looked like a teenage thug that was up to no good, so Peter could hardly blame him for the warning. However, Peter wasn't foolish enough to even _consider_ doing anything wrong in this facility, let alone attempt to break Harry out of this place.

The door opened. Peter stood frozen with apprehension. There was no turning back now.

"You have a visitor," the officer told the patient.

It was a tiny room with nothing but a bed and a desk inside. The stark white walls almost made it seem like it were a hospital room, but the caged frame on the metal door suggested otherwise.

A figure rested neatly on his bed, arms tucked behind his head as his brown hair fell over his eyes. Harry didn't even move a muscle as Peter forced his legs to move so he could step inside. Despite Harry's silence, the officer decided it was time for him to leave the two boys alone as he closed the door behind him so he could stand directly outside his room.

Peter could do nothing but stand by the door, hands shoved into the pockets of his hoodie, as his eyes remained glued to the floor. This was a bad idea. This was a _very_ bad idea. Harry, his best friend from childhood, was locked away in this facility thanks to _him_. How could he have possibly thought that Harry would have wanted to see him, of all people?! His mind reeled over any possible statements he could make in order to ease the tension, but Harry was barely regarding his presence as he continued to stare up at the ceiling. Minutes ticked by and Peter still couldn't find the courage to say anything.

Harry was the first to speak. "Do I even want to know what you're doing here?" he said in a raspy voice. It had been awhile since he had spoken to anyone. People like him didn't get visitors often. In fact, people like him _never_ got any visitors.

"I just wanted to see how you're doing," Peter answered as he continued to lock his gaze on the tiled floor, memorizing the pattern of the neatly arranged tiles.

His response elicited a tiny smirk from Harry as he pushed himself off his back so he could sit up. His red sweater was wrinkled from lying down for so long but he was at least grateful that he looked somewhat presentable for _Spider-man_.

"I'm locked up in a psych ward, Peter. I'm pretty sure I'm far from being _fine_ ," he said, a hint of sarcasm lacing the corners of his tone. Peter's stomach churned uncomfortably at those words; he should have known that there was no point in trying to engage in small talk.

Harry stared at Peter as his eyes wandered over his stiff form, taking note of the dark circles underneath his eyes and the five o'clock shadow that adorned his angular jaw-line. Peter, too, looked far from being _fine_ and Harry could only assume that he was responsible for his old friend's condition for what he did to Gwen.

"How's that girlfriend of yours doing? I heard she fell into a coma," Harry said flatly. There wasn't an ounce of concern in his voice, and Peter could tell.

"I'm not sure. I haven't checked on her in four months," the other male answered honestly. He finally managed to look up from the floor only to see that Harry had fixated his brown eyes on Peter's face.

Harry pressed his lips tightly together to form a neutral line, and for a single moment a bit of regret seemed to flicker inside of his empty orbs. "I see," was all he said in reply.

Peter leaned his back against the door before checking the silver watch on his wrist. Visiting hours would be over in less than fifteen minutes and he felt that no progression had been made between the two of them. It was expected, of course, but his heart kept nagging at him to continue trying to talk with his old friend in a civil manner as much as possible.

"I'm sorry..." Peter said as he forced the words to come tumbling out of his mouth. "I'm sorry for everything. It's my fault that you're in here. You don't deserve this kind of treatment."

That was the last thing in the world Harry had ever expected to hear. His eyes widened ever so slightly and his jaw tightened as well. "Don't say that kind of bullshit, Peter," he ground out through gritted teeth. "I'm in here because I became the Green Goblin. I'm in here because I attacked people."

Harry abruptly stood up from his seat as he balled up his hands into fists at his sides. "I almost killed your girlfriend, Peter. In fact, I _would_ have killed her if you hadn't have saved her at the last minute!"

Peter's heart sank at those words. He didn't _save_ Gwen; he only prolonged her life a little bit more. Yes, he knew that Harry had become a villain; he knew that he became _evil_. But who was it that pushed him to become the monster that he was?! He had no one to blame but himself. "I should have helped you when you came to me. I shouldn't have kept my secret identity from you. I should have…given you my venom…"

"Yeah, you _should_ have," Harry replied with a bit of spite added to his voice. "It may not be your fault for getting me locked up in here—I'll admit that I went a bit overboard with the whole Green Goblin business—but it _is_ your fault that I'm going to _die."_ Harry's skin was paler than usual, and his body was even thinner than the last time Peter had seen him. He was slowly deteriorating thanks to his illness; something that could have been prevented if Peter had just accepted his request instead of being afraid of taking chances.

"I'm sorry, Harry," Peter whispered. There were a million things he could have said at that moment, but an apology was all he could seem to expel.

" _No, you're not_ ," Harry retaliated with a scowl as he stomped over to where Peter stood. He jabbed an accusing finger in his direction, his sharp eyes glaring daggers at the brunette as he resisted the urge to a pummel a fist right into the other male's cheek. "You don't feel sorry for _me_. You only feel sorry for _yourself_."

Peter's chest tightened. He opened his mouth to protest but instantly snapped it shut when his saw the cold stare of Harry's icy eyes boring into his own.

"You're only sorry that your perfectly happy life was destroyed. You _betrayed_ me, and because of that, Gwen is as good as dead. You only came here to see me so maybe, just _maybe_ , your guilty conscience would allow you to sleep peacefully for once," Harry continued before releasing a dark chuckle. He could read Peter like a book, and each word he shot in his direction was like a knife piercing through his heart.

Harry was right and Peter knew it.

"Get out of here," Harry ordered, his tone low and dangerous, as he briskly turned his back on Peter. "I don't want to see you _ever_ again."

Peter didn't need any more probing. In a flash, he swung open the door and roughly closed it behind him. The security guard standing outside gave Peter a side-glance before offering to escort him back down to the lobby. Peter only nodded and followed behind, the heaviness weighing upon his chest like a concrete brick. Harry was right. Harry was right about _everything_. A simple visit—a simple _apology_ —couldn't undo the past. No matter how badly he wished he could have changed things, there was nothing he could do to bring Gwen out a coma. There was nothing he could do to end Harry's suffering. All he could do was wait for both of them to finally breathe their last breaths; Gwen would die quietly in her sleep, if she hadn't already, and Harry would die a slow, painful death as his illness ate away at his weakened body.

Not even Spider-man could save them from their fates.

* * *

Gwen was still alive.

Peter had decided to stop by the hospital on his way out of town. Part of him was relieved to see that Gwen was still holding on tightly to her life, but another part of him was sad to see that she was still lost in the entrapment of her unconsciousness. The same machines that had struggled to keep her alive in the beginning were still hooked up to her body through various tubes, but at least the injury to her skull seemed to have healed quite a bit. It was reassuring to see her chest rise up and down as she breathed steadily, but it still didn't alleviate the pain that surged through his heart as he stood over her hospital bed.

He reached out a hand to cup hers, the warmth of her motionless hand providing him with just a little bit of comfort. He felt so guilty for leaving town; he should have stayed by her side every waking moment so he would be the first person she saw when she finally woke up. His fear and regret had prevented him from staying in New York City, but he still nonetheless reconsidered leaving again. The Stacy family was probably very upset that Peter had just packed his bags and left without saying a word, and Aunt May was probably beside herself with worry over her nephew's well-being. Once he was done visiting Gwen, it probably wouldn't have been a bad idea to pay his aunt a visit and let her know that he was still alive.

"Mr. Parker?" called out a voice from behind Peter, stirring him away from his thoughts.

Peter turned around to see a nurse entering Gwen's room, a somber look upon her round face. She looked troubled by something, and Peter realized that it wasn't a very good sign.

"You haven't come to see Ms. Stacy in a while so I'm inclined to believe that you haven't heard the news yet," the nurse said quietly as she slowly sauntered over to where Peter stood by his girlfriend's bedside.

Peter braced himself for terrible news. Was Gwen's health getting even worse? Did Gwen's family decide to take her off life-support?

"I'm afraid that Ms. Stacy's life wasn't the only one impacted by her accident," the nurse said calmly as she gripped on tightly to the clipboard in her hands. "Ms. Stacy was actually pregnant during the time of her injury."

 _P-Pregnant?! Gwen was pregnant?!_

"The good news is that baby is still alive," the nurse continued as she watched all the color drain from Peter's face, leaving him as pale as the walls of the hospital. "But it's hard to say if whether or not the baby will make it in the end. As of right now he seems to be healthy, but all of that could change. If Gwen happens to give up her fight for life, then there's no way we can save the baby."

Peter had to brace himself against a nearby wall to keep from falling over. "Gwen….Gwen is _pregnant_ ," he repeated softly, unable to believe the words that came out of his mouth. Gwen was not a frivolous woman; she was nothing short of loyal to her boyfriend so there wasn't a doubt in Peter's mind that the baby was his. He and Gwen had been very intimate, and he even had to admit that they had been a bit _reckless_ when it came to protection during intercourse.

His breathing was labored as a bit of sweat trickled down the back of his neck. The woman he loved more than anyone—the woman he had planned to propose to once they graduated high school—was pregnant with his child. This should have been the best news of his life but seeing her lie on the hospital bed, IV's puncturing her wrists as a tube traveled down her throat to aid her in breathing, only made him feel more unsettled.

"So…So what's going to happen to them at this point?" Peter asked as tears snuck their way out of the corner of his eyes. He quickly brushed them away before bringing his hand back down to entwine his fingers in Gwen's.

The nurse drew in a breath. "Well, we're doing all that we can. I'm afraid the rest is up to Ms. Stacy," she answered honestly. Peter simply nodded, his lower lip quivering, as he finally caved in and started crying once more. It was the first time he had cried since that fateful night; since then, it was almost like his heart had frozen over and he had grown numb from all the pain. But now he was unleashing all of his bottled up emotions as tears cascaded freely down his cheeks. He clutched on even tighter to Gwen's hand as he leaned forward to get a better look at her beautiful face. Finding it best to leave the boy alone, the nurse quietly exited the room so he could cry in peace.

" _I'm so sorry, Gwen_ ," Peter choked out as he leaned forward to press his lips against her forehead. "I promise I won't ever leave your side again!"

He vowed to not leave the city until he knew for sure what would become of Gwen and her unborn child. Before today, he thought his life could not get any more devastating, but after he saw the hatred in Harry's eyes and after he heard about Gwen's pregnancy, he realized that it was still only the beginning. He pulled up a chair so he could sit by Gwen's sleeping form, his eyes never leaving her face, as he ran his fingers through her hair. Nothing but a string of apologies poured out from his lips as he stayed by her side until morning.


	3. Chapter 3

Aunt May didn't ask him many questions. She knew what he had been through-with his girlfriend falling into a coma and with his best friend locked up in an insane asylum-so she didn't bother to add to his stress by bombarding him with a flurry of questions. Even though Peter had been gone for nearly four months, she was just glad to have her nephew back home again. She had been so worried about him but he was a grown man now. If he needed space, then who was she to impose on that? As long as he was all right, that was all that mattered to her.

"How are the pancakes?" the elderly woman said with a smile as she sat down at the dining table across from him.

With a mouth full of pancakes, Peter smiled to convey his gratitude before wiping away a bit of syrup that dripped down from his chin. It had been so long since he had eaten a decent meal. Ramen noodles and dollar hotdogs from unsanitary food trucks had been Peter's primary source of food while he was away. He had missed being home, missed being with his aunt, and there was no denying that Aunt May's home-cooked meals were better than anything else in the world.

After visiting Gwen in the hospital last night, Peter had decided that he could no longer run away from his problems. As long as that baby was still growing inside of Gwen, there was no way he was going to just leave and abandon her ever again. He had to stay strong and believe that Gwen would somehow miraculously pull-through. The odds were against them, but he just needed to pray that someday— _somehow_ —Gwen would eventually wake up and smile at him the way she always did. The moment she woke up, Peter would tell her how sorry he was for putting her life in danger. He would then tell her how much she meant to him and he would even propose to her and ask her to spend the rest of her life with him. Maybe both she and the baby would be completely healthy and they could build a home in the countryside and start their lives over again, hand in hand…

He nearly threw up.

Peter chugged down a glass of ice water in hopes that it would settle his nauseated stomach. He could pretend that things were going to be okay all day long. He could pretend that one day this would all be just a bad memory that he and Gwen could reminisce about when they were an old, happily married couple. But Peter was a realist; things were _not_ going to be okay no matter how much he pretended. Gwen was probably never going to wake up and he could receive a phone call at any minute telling him that both she and the baby perished in their sleep. Playing pretend could give him comfort but it couldn't alter reality of things. He would eventually need to learn to cope with the harsh reality of Gwen's situation and be able to accept it without running away.

Aunt May must have sensed his inner struggle as she reached out a hand to rest atop of his. His palms had been shaking but the moment his aunt made physical contact with him, he could slowly feel himself calming down from his anxiety attack. He looked up to meet her tender gaze, and the reassurance in her eyes made him almost instantly feel at least a _little_ relieved.

"It's going to be okay," she said, offering him a gentle smile. Peter returned her smile before turning his attention back down to the syrup drenched pancake on his plate. It was amazing that he still had an appetite after everything, but it would have just been too much of a shame to let Aunt May's cooking go to waste. Peter took another bite, savored the sweet, honeyed taste of his breakfast, and then began to plan his next move.

There was still so much to be done. The world was in desperate need of Spider-man again; criminals were running amok in the city and Peter had heard that some prefectures of the city had even been completely shut down due to the high crime rate. Robberies, vandalism, assaults, murders—they were all becoming far too common in New York City. The police could only do so much against super villains, and Peter knew that he would eventually have to step up to the plate and reprise his role as New York City's hero.

If Gwen had heard that Peter had given up on being Spider-man just because he felt guilty over her injury, she would have undoubtedly slapped him for it and screamed at him for being so selfish. His heart ached at the thought of fighting crime again, but he could only run away from his responsibilities for so long. The world needed Spider-man, and as much as he hated to admit it, _he_ needed Spider-man, too. Many people were going to end up like Gwen—hurt or even _dead_ —if he didn't clean up the city soon.

His cinnamon eyes fell on the backpack by his feet where his treasured costume remained hidden inside. For the first time in a long time, it was time for him to put the mask back on. Tonight he would use his web again in hopes of taking back the city from the hands of evil. People needed to be able to sleep soundly in their beds again without fearing for their lives. People needed to be able to feel safe walking down Main Street again and not have to be paranoid of passing every corner. People needed to believe in justice again; believe in _Spider-man._

He would do it for Gwen, and he would do it for _himself._

* * *

Peter stood outside Ravencroft Asylum as he stared up at a particular window on the seventh floor. Harry's room had been in the back of the building so Peter knew exactly which room he his former friend was sealed away in. As much as he wanted to, Peter knew there was no point in trying to speak to Harry again. His presence would only serve as a bitter reminder that his death wasn't too far off; that his illness would surely take control of him sooner or later.

He wanted to help Harry. He would have done anything to turn back the clocks and give his friend the spider venom that coursed through his veins. If he had only known how badly things would have turned out, he would have obliged Harry's request in a heartbeat.

But you can't change the past… Peter knew that now more than anyone.

All he could do was stare up at the window, wishing for another chance to make things right. It was too late to help Harry, but it wasn't too late to help someone else. Sirens could be heard in the distance and he could only assume that another shoot-out or robbery was occurring in downtown. The sun had already set, and the vermillion colors that melted across the sky had now faded into a dark, indigo blue. It was time to put the past behind him and start trying to move forward, not just for his own sake but for Harry's sake as well.

Peter cast one last look at Ravencroft Asylum before he turned on his heels to head back home. He had thought that taking an afternoon stroll around the block would have eased his frazzled nerves, but he had no idea that his legs would involuntarily lead him back to Harry's prison. Perhaps he needed to see the building of Ravencroft Institute to remind him that someone—his best friend—was suffering because of him. He couldn't let anyone else get hurt because of him again. As he inhaled the crisp air of the autumn evening, Peter headed back to Aunt May's home to prepare for his first night back as Spider-man.

Peter approached Aunt May's house, taking slow and gradual steps as he prolonged the events that awaited him in the night. When he finally walked up the steps of the porch, he instantly noticed that the door was cracked open.

He froze in his tracks as his blood suddenly turned cold. All of the lights were turned off in the house, and because it was dark outside, he figured that Aunt May would have left the lights on for him before she went to bed. Peter's heart began to race as his mind reeled over the worst scenarios that could have possibly happened while he was out wandering through the city. What if someone had broken in and hurt Aunt May?! What if one of his adversaries had learned of Peter's secret identity and decided to get revenge on him by hurting his only living relative?!

He had no time to allow his fears to get the worst of him as he suddenly pushed the door open, expecting the worst.

Everything was quiet in the house. _Too_ quiet. He couldn't hear the snores of his aunt coming from her bedroom and he immediately took that as a bad sign.

It happened again… Someone close to him got hurt again. Because of his carelessness, everyone he loved was slowly being plucked away from him!

Before Peter could even search the house, a light flickered on in the living room. Peter could hear the thumping of his own heartbeat as he slowly crept down the hallway. Someone had broken in and hurt—possibly killed—his only family member. If there was one thing Peter had learned from losing Gwen and Harry, it was that he needed to show no mercy to his enemies. With his jaw grinding his teeth together, he reached for a metal bat sitting by the door way. He didn't even need to call upon his arachnid powers to take out this home intruder; a bloody, painful death by physical assault would suffice.

As Peter made his way to the living room, he gripped onto the bat as tightly as possible. He breathed in and out through his nostrils, careful as to not make any sudden noise, before he finally jumped out of hiding and leapt into the living room.

He wasn't sure who he had expected to see there sitting so casually on his couch but it most certainly wasn't an attractive female with thick brown hair.

"You…" Peter breathed out, not bothering to lower his weapon as he locked his eyes on the woman before him.

The female smiled and crossed her legs over one another as she reclined comfortably in the couch. Her black miniskirt rode up to about her thighs and her matching jacket made it look like she had just come from a business meeting. What kind of burglar wore business attire to a robbery?!

"I have a name," she said as her ruby red lips curled up the corners of her mouth. "It's Felicia."

Peter had seen her maybe once or twice before. Felicia Hardy was Harry's personal assistant, and although he had never conversed much with her, he had never expected her to be the type to break into someone else's house. "What the hell are you doing here?! Where is Aunt May?!" Peter snapped as he took a cautionary step towards her, refusing to drop his guard despite the woman's calm demeanor.

"Relax. She's upstairs sleeping. I wouldn't dream of hurting your only living relative," the woman cooed out as she ran a hand through her brown locks. "All I did was slip in some sleeping gas into her room to insure that she wouldn't wake up until morning. I have some important matters to discuss with you, Peter Parker, and I really didn't want any distractions."

Peter tensed up as his eyes flocked to the staircase leading to his aunt's room.

"If you don't believe me, you can go check for yourself. I don't mind waiting," Felicia answered, taking note of the apprehension in the boy's eyes. In seconds, Peter was gone, bat still in hand, as he dashed into his aunt's room. Sure enough, the woman was sleeping peacefully in her bed. She didn't have any signs of injury; her breathing was even normal despite the fact she wasn't snoring like she normally did. She didn't wake up when he shook her and Peter had no other choice but to go back downstairs to inquire his home intruder with a dangerous gleam in his eyes.

"Explain yourself," was all Peter said as he lowered the bat down. He didn't drop it; he didn't know what this woman was capable of.

Felicia was examining her nails, occasionally picking at some of the polish before she slid her gaze over to the taller male. "You're the one that needs to do some explaining, Peter Parker. Why did you visit Harry?"

"I'm the one asking the questions here," he hissed as he glared down at her, iciness swirling in his eyes. "And just so you know, if Aunt May doesn't end up waking by the time the sun rises, I'm going to make sure you permanently go to sleep as well."

She ignored his idle threat; Peter was too much of a goody-two shoes to _actually_ kill someone. Or at least, that was the initial vibe he had given her when they first met. Once she saw his hardened expression and the fierce look in his eyes, she began to second guess herself. Perhaps meddling with his aunt was a bad idea. "Fine. _You_ can ask the questions then," the woman shrugged her shoulders, refusing to let on that she was bothered by his threat.

Peter decided to reiterate his first question since she didn't answer it earlier. "What the hell are you doing here?"

Felicia met his question with a smile as stood up from the couch and dusted the lint off her tight, black skirt. "I'm here to talk to you about Harry. I know that you visited him at Ravencroft yesterday and that he didn't want to talk to you. I also know that you went by there today."

Peter didn't say anything as he kept his gaze firmly locked on her. Had she and Harry still been in contact with each other, even after his connections to Oscorp were torn from him?

"You didn't go inside the building. You just stood outside and stared up at his hospital room like a lovesick teenage boy," Felicia commented dryly, but instantly threw up her hands in defense as she watched Peter's knuckles turn white from gripping onto the metal bat as hard as he could.

"That's none of your business!" Peter retaliated with a growl as his cheeks blushed brightly. "Have you been following me?!"

A wide grin spread across the woman's face as she batted her eyelashes innocently in his direction. "I have no idea what you're talking about. But I do want to know why you care so much about Harry to even stand outside his room. Maybe you're having a bit of regret over the bad-blood between you two?"

Peter hung his head in shame as he stared down at the floor. "Or maybe," Felicia continued as she took a slow step towards him, "the problem isn't that there is bad blood between you, but that there isn't _any_ blood between you."

His eyes instantly darted up to meet hers as his jaw fell slightly open. Did she…know?!

She answered his question as she placed a gentle hand on his shoulder. Peter flinched from her touch, but he didn't pull away. "I know a lot about you, Peter Parker. Or, should I say, _Spider_ - _man_."

At the sound of his name, he jerked away from her and slapped her hand away roughly. Harry knew that Peter was Spider-man, and it was not surprising that he told some one. It wasn't like they were _friends_ anymore; what could Harry possibly gain by keeping Peter's secret to himself? There were hundreds—no, _thousands_ —of people that would have loved to get their grimy fingers on Spider-man's secrets and it looked like Harry was eager to give it to them.

"I have no idea what you're talking about," Peter responded, trying his best to play dumb. Felicia could see right through his clueless façade and it only made her brown eyes twinkle with interest even more.

"You don't have to be so defensive, Peter," she reassured him as she flipped her hair over her shoulder. "Your secret's safe with me. Plus, I wouldn't be here if I didn't want something from you, Spider-man."

"A classic case of blackmail, eh?" Peter scoffed as he looked down at the bat in his hands. "Are you sure you want to mess with me? I could easily wrap you up in twenty layers of web before dropping you down in the bottom of the ocean. No one would ever find you…No one would ever hear you scream." He wasn't the type to threaten people, especially women, but this was a delicate matter. There were very few people that knew of Peter's double-life and he intended to keep it that way. Too many lives would be in danger if the truth ever got out…

Felicia simply chuckled at his attempts at threatening her again—how very uncharismatic of a super hero! "I'm not blackmailing you. Even if you decline my request, I'll still keep your identity a secret. Harry made me promise not to tell anyone when he confided in me. Let's just say that I'm not one to break a promise to Harry. And don't worry—no one else knows about your secret but Harry and I."

He wasn't sure what she was getting at, but he most certainly didn't like the devilish smirk upon her lips. Her voice was coated with honey, and the way she giggled at him when he threatened her urged him to not take her too lightly. He wasn't sure what he wanted and the only way to find out her true intentions was to ask directly.

"Fine. What do you want from me?"

She liked the way he cut straight to the chase; he and Harry were similar in so many ways. She could see why they had been such good friends once upon a time. "I won't beat around the bush," the brunette said to him as she placed both hands on her slender hips, "I plan on breaking Harry out of Ravencroft Institute and I need your help. I need _Spider-man's_ help."

Peter's initial reaction was to laugh. He couldn't help but crack a smile as he rolled his eyes at her. "You want to bust Harry out of prison?! Yeah, fat chance of that happening, lady."

Felicia raised a brow in his direction. "You don't think we can do it?"

Peter quickly shook his head, unable to believe the arrogance of this woman. Did she actually think she could just waltz in there and bring Harry out? If there was one rule of Ravencroft, it was that no one would ever left once admitted into the psychiatric ward. Ravencroft wasn't just any ordinary asylum—it was the strictest. In order to be sent to Ravencroft, a person would have had to do something absolutely horrendous. Being a _villain_ was just one of those things that could get you thrown into there without even a proper trial.

"Of course not," he spat in a harsh tone. "They have the tightest security in the world and there's no way we would be able to get past it."

It was a little irritating that he underestimated her, but Felicia shouldn't have been surprised. Harry Osborn was the only person alive who knew what she was capable of, but after tomorrow, the whole world would know.

"What if I told you that I've already hacked their security cameras in the past? What if I told you that I know all the odds and ends of Ravencroft and I can easily sneak in and out without being noticed?" Her smile suddenly faded as her expression grew dark, all signs of teasing completely gone from her face. "I have the knowledge, I have the skills, and I have the plan. The only thing I'm lacking in is the strength. That's where you come in, Peter Parker. I need your spider powers to help me bust him out. I can't do it alone."

He had initially hoped she was joking. It would take a truly insane person to even _consider_ breaking into Ravencroft, especially to release a patient, but the way her brows curled forward, the way she lowered her gaze in his direction, and the way her hands clenched tightly at her sides made Peter inclined to believe that she was completely serious.

"Please tell me you're joking," Peter groaned as he pinched the bridge of his nose in exasperation. "Do you have any idea how crazy that is?! Why do you even want to break Harry out so badly?!"

Felicia sighed as she averted her gaze away from the boy. "I am serious," she whispered. She turned her back to Peter and walked over to a wooden shelf in the corner of the living room. Pictures of all kinds decorated the shelf, but one photo stood out from the rest. She picked up the picture frame and smiled at the photo of Harry and Peter when they were both kids. They were grinning from ear to ear holding baseball gloves in their hands. The two of them certainly had a history; it was a shame that their friendship had been destroyed so easily due to the immense distrust they had for one another.

"I'm in love with Harry," Felicia said after a long moment as she walked back over to hand the picture to Peter. "And I know you love Harry as much as I do."

He had almost completely forgotten about that photograph. It had been taken right before Harry moved away and it was the last day they ever got to play with each other. Those had been simpler days when they could fight like cats and dogs with each other and then make up five minutes later. Why couldn't they still be like that? Why couldn't things be as easy as they had once been?

"What Harry did was wrong, but it doesn't mean he deserves to die in that place," the young woman continued as she watched Peter grow misty eyed over the photo in his hands. "If I didn't think my plan would work, I wouldn't have asked for your help. If we work together, we can help Harry escape and give him a second chance."

Peter pursed his lips tightly together before he set the photo back down on a nearby counter, resisting the urge to throw it against the wall and shatter it into a million pieces just as his heart had done when Harry became the Green Goblin. Instead, he sighed heavily and brought his attention back to Harry's personal assistant as she kept a close eye on him. "You two must be pretty close if you're willing to risk your life to break him free. You know the security guards are ordered to kill anyone on the spot if they try to infiltrate the place."

Felicia nodded, no signs of doubt flickering upon her face. "Trust me—I know. But I think it's worth the risk."

" _You_ may think it's worth the risk but do you honestly believe I'll go along with it?" he asked before he leaned against a nearby wall, eyes never wavering from the woman before him.

"I do," she replied confidently, "I can tell you feel extremely guilty over what happened to Harry. I'm sure you would do anything to make things right. This, Peter Parker, is your chance."

Her words were like a punch in the gut; everything she said was true. There wasn't a single moment that Peter wasn't wallowing in guilt and shame over his actions, and even outsiders like Felicia could see the pain that surrounded his every being.

Felicia watched as he dropped the bat on the floor before he fled back into the dining room only to return shortly with his backpack in hands. "If I agree to go along, do you think it'd be too late for me to try and give Harry some of my blood? Even if we were to free him, there's no telling how long he would live with his illness." His hands instinctively clutched onto his backpack before he slowly unzipped it to see that his Spider-man costume was still lying safe and sound within.

"I think it's worth a shot," Felicia commented as she sent a warm smile in Peter's direction. He looked scared and even a bit reluctant to go along with her plan but at least he was considering it and didn't actually bash her head in with the bat when he first came home. That had to mean _something_ , didn't it?

"Why don't you take a seat, Peter, and I'll go over the details of my plan with you."


	4. Chapter 4

"Are you _sure_ this is a good idea, Felicia?"

"Not in the least."

"But we're still doing this anyways?"

"Naturally, Peter. Don't tell me you're getting cold feet?"

"Not in the least…"

Peter and Felicia stood on the roof of a building adjacent to Ravencroft Institute as they went over their plan for the fifth time that hour. Felicia called it _Operation: Rescue Harry_ but Peter was fairly certain they should have called it _Operation: Suicide_. Even though Felicia's plan seemed pretty solid, he couldn't shake off the feeling that something was going to go absolutely and horribly wrong.

The idea was that Felicia was going to hack into the security cameras using her own personal devices and then Peter would break inside and bust Harry out. It sounded simple enough to Peter but that was probably because he didn't care about all the technical aspects of their mission—his job was to simply break a few windows, snatch Harry up, and get the hell out before the alarms sounded.

"It's a risky plan," Felicia had told Peter, "since there's a good chance someone might catch a glimpse of you as Spider-Man. I can tap into the electrical system of Ravencroft from my computer so I can shut all the lights off to help hide you from any prying eyes, but just be aware that there's a good chance that your reputation will be ruined forever if someone happens to spot you."

What did that matter anyways? It wasn't as if his reputation was _that_ positive to begin with. The townspeople thought that Spider-man had selfishly abandoned them and that he was nothing but a loser and a fraud, according to various news-reports. So what if someone caught him trying to free an asylum patient?

Even so, there was no way he could lie to himself like that. Truthfully, he didn't want to get caught and have the name of _Spider-man_ tarnished forever. Peter sighed heavily as he regretted agreeing to this stupid plan in the first place but it was far too late for him to back out now. He was already dressed in his Spider-man suit, his sticky web ready to fly, and he refused to allow his fears and doubts take control of him now. It was his fears that had gotten Harry locked up in the first place and until he toughened up and took a few risks, he would never be able to fix things.

He had yet to put his mask over his face as he held it firmly in his hands, staring down at it in thought. It felt strange to be wearing this uniform again after so many months, but it almost felt _right_. He had abandoned this part of himself, ran away from his destiny, and for the first time in a long time Peter could honestly say he finally felt _whole_ again. He glanced over at Felicia who was sporting around in a tight-fitted costume of her own as she typed away at her computer. Her thick brown hair hung freely past her shoulders as a black eye mask covered only a fraction of her attractive face. Peter had to constantly remind himself to keep his eyes fixed on her face since the black, leather material of her cat suit amplified her voluptuous body. Peter would have never considered himself much of a pervert, but her cleavage was practically spilling out of the top of her zipper; it would have been hard for _any_ guy not to stare. Harry must have felt like a pretty lucky guy to have captured the heart of such a beautiful, intelligent woman.

"By the way, Felicia," Peter said as he broke the silence between them. "How did you and Harry end up romantically involved with each other?"

The brunette never peeled her eyes away from her computer screen as her hands practically danced along the keys. "For starters, you are to call me _Black Cat_ tonight just as I am to call your Spider-man. We can't risk anyone finding out our true identities."

"Black Cat, huh? So…does that mean you're a super hero, too, or something?" He asked casually.

"Hmmm, who knows? I think skills like _hacking_ and _breaking into places_ aren't exactly qualities a super hero would have, don't you think?" she teased while casting him a quick glance over her shoulder.

She was right; those kinds of traits were better suited for _villains._ Come to think of it, _Operation: Rescue Harry_ sounded more like an evil plan than anything. There they were, breaking into the country's most famous asylum to bust out the Green Goblin. It was ironic that he was dressed and ready to play the role of Spider-man once again only to break the law and commit a heinous crime. George Stacy would have probably had a major fit if he could see Peter now…

Peter rubbed the back of his neck to ease some tension as the wind tousled his short brown locks. This was crazy. Everything was so crazy… But that's what made him all the more determined to go through with it.

"I've almost successfully hacked into their security system," Felicia said as she continued to sit on the floor of the roof with her laptop propped up on her lap. "Once I'm certain that I'm in, I can only estimate that you'll have about ten minutes before someone inside notices that there's something wrong with the cameras. Before that happens, you need to break into Harry's room as quietly as you can and grab him. We'll then meet back up at the abandoned warehouse six blocks down from here. I marked the warehouse's location on the GPS I gave you."

He simply nodded as he looked over at Ravencroft as dark, ominous clouds floated atop of it. Wind was whipping all around them as a low rumble of thunder indicated that a storm wasn't too far off. A thunderstorm really set the mood, Peter humorously thought to himself as he pictured the dark and dreary clouds as an omen of their impending doom. Who knows? If they got caught, maybe they'd get lucky and they'd only be imprisoned for the next seventy-five years. Worst case scenario, they'd be shot down by the police before they even reached Harry.

"All right. I tampered with the security cameras and have them playing footage from last night. I've also disarmed all of the alarms so you should be able to sneak through a window without setting off a siren. Someone will eventually notice that something's not right so go ahead and go now. I'll keep watch over here but if something goes wrong, use your Walkie-Talkie and I'll be your back up. Also, don't forget the utility belt that I assembled for you."

He glanced down at the floor by Felicia's lap, only to see a belt with assorted tools attached to it. There was a flashlight, a two-way radio, and even an electronic GPS with a flat-screen. There was also a small handgun tucked away in a holster on the side of it, but Peter highly doubted he would be making use of that weapon tonight.

"I gave you some basic tools for the mission. If something happens and you and I get separated, you can use the GPS to find my location. Also, be aware that there's a self-destruct button on the back of it. If you get caught, push the button and throw it at someone for a small explosion," the young woman explained as she watched him pick up the belt and nervously strap it to his waist.

"Why would I need an explosion to happen if I'm caught?" He asked shyly.

"Obviously so no one knows you have an accomplice. Secondly, you can use an explosion as a diversion. Only use it in case of an emergency! Those things aren't cheap, you know," she answered, amused by how clueless he really was about things. Peter was clearly used to working solo, but this time he would need all the help he could get.

"I'm starting to guess that maybe you've done this whole _breaking and entering_ thing in the past," Peter chimed in, smirking all the while. Truthfully, he was glad she was on his side. He would have hated to run up against this clever woman as enemies. Women who carried around guns and explosives were not to be taken lightly.

"Enough chatter. Get going, you airhead," Felicia demanded as she never took her eyes off her computer. It was imperative that she stayed behind and monitored the situation. If something were to go wrong, her keen eyes wouldn't miss it.

Peter inhaled deeply as a few droplets of rain began to drip down from the sky above. He slid his mask over his head until his face was completely concealed before he shot out his wrist, a thin string of web flying out from it as he swooped down towards Ravencroft. With both his hands and feet stuck to the brick wall of the building, Spider-man began to slowly crawl upwards towards the seventh floor where Harry slept peacefully in his room. Never in his life had he ever experienced an adrenaline rush quite like this. He was the _good guy_ —it was his job to swing from his web and catch all the robbers and gang members to make sure they were locked up forever so they could never harm anyone ever again. But now the roles had been reversed and Spider-man was now the one doing all the sneaking and creeping, trying his best not to get caught as he practically slithered up the wall until he reached his destination.

The extremely severe patients—the ones who were more troublesome—were often locked in the basement. Luckily, Harry was deemed as an ordinary patient and there weren't even metal bars boarding up the window to his room; however, the window was still tightly locked and there was no way to get in from the outside unless he broke the window. Felicia _really_ should have been clearer with her instructions on "quietly breaking into his room". There was just no quiet way he could go about this.

As one hand remained glued to the wall with his sticky palms, Spider-man reached back his other hand and punched the window roughly. The glass shattered beneath his fist, and if it wasn't for the thick, durable material of his glove, his hand would have been shredded by the sharp glass.

" _Spider-man!_ " shouted a voice from the other side of the Walkie-Talkie strapped to his belt. " _What the hell did I just say about doing things quietly?!_ "

"I didn't have a choice! It's not like you gave me any tools useful for breaking in through a window!" He hissed back at her, trying to keep his voice down as he stuck his hand through the window to unlock it from the inside.

" _Actually_ ," Felicia growled through the two-way radio, " _I did! There was a small laser located in the gun holster that you could have used to quietly cut through the glass!"_

He groaned. "Why didn't you tell me sooner?!" There was no doubt in his mind now that Felicia had used her skills for evil in the past, but luckily they had yet to have ever crossed paths until recently. Spider-man surely would have met his match with her...

Once he heard the gentle _click_ of the window's lock, he looked up to see a pair of blue eyes looking back at him horrified.

 _"_ Spider-man...What the hell?! _"_

The masked hero watched as Harry's expression morphed from a look of confusion to a look of pure anger as the brunette's brows furrowed and the creases on his forehead rolled forward.

"What do you think you're doing?! Get your ass out of here right now!" Harry snapped as he charged forward, trying to shoo away the intruder in his bedroom who was attempting to lift the window and crawl through.

Peter ignored his former friend's protests as he slid through the window and landed on his feet onto the tiles of Harry's bedroom. "I'm here to make amends," he said softly to the other male. It was a good thing Peter's mask was thick and covered his entire face, unlike the thin strip of fabric that barely concealed any of Felicia's face, or else Harry might have seen the tears that crept along the corners of his eyes.

Flabbergasted, Harry responded to Peter's words with a look of scorn. "Didn't I tell you that I never wanted to see you again?!" He folded his arms over his chest, scowling all the while, as he blinked away the sleepiness in his eyes. Harry was always a heavy sleeper and never liked being disturbed from his slumber in the middle of the night. Peter had learned that little fact about Harry when they had sleepovers together during their younger days. He remembered the time Harry beat him with a pillow because Peter accidentally woke up, but they both ended up laughing and giggling over it once Harry's cranky demeanor wore off. It was nice to see that some things had never changed about Harry, but he highly doubted that tonight's incident would simply end up in a pillow fight.

"True, but let's just say that for right now, I couldn't care less what you said. Things are going to be different now, Harry," Spider-man replied in a gentle tone as he outstretched a hand in Harry's direction. "I'm here to bust you out. Felicia Hardy has disabled the security cameras and alarms. If we hurry, we can leave without anyone noticing."

Harry stood there for a moment as he glanced down skeptically at the hand Peter had offered him before shifting his gaze back down to the floor. "Felicia? What is Felicia doing here? I told her that she was better off forgetting all about me..." Almost instantly, his eyes softened and a look of regret crossed over his face. He should have known that Felicia wouldn't have given up on him so easily.

Spider-man shrugged his shoulders. "Well, apparently she's smitten with you. She's just as stubborn as you are," he commented with a chuckle.

Harry inhaled a sharp breath of air, trapping it in his lungs for a moment before he released it in the form of a heavy, exasperated sigh. "I'm sorry but I can't go with you. You wasted your energy coming all the way out here. Tell Felicia that I'm sorry."

His answer didn't exactly shock Peter in the least. He and Felicia both had already anticipated that Harry would have been against this whole operation which is why Peter had a second plan of action stirring in that brain of his. "What does that mean? You're just going to give up? Without my spider venom, you'll die in here. You'll die alone and miserable. Is that what you _really_ want?"

" _Tch_ , that's a pretty bold statement coming from a hero who ran away for four months. Aren't _you_ the one who's going to die alone and miserable, now that your precious little girlfriend is doomed to be stuck in a coma forever?" Harry said as a tiny yet visible smirk played upon his lips. His words cut through Peter's heart like a sharp knife, and for a single moment, he reconsidered the entire rescue mission.

Harry was still the same harsh and spiteful man that he was when he was the Green Goblin. It was childish of him to think that Harry had turned over a new leaf after being imprisoned for four months and that things would easily go back to normal once Peter busted him out of Ravencroft.

"I still don't see why you'd want to even help me in the first place. After all, who's to say I won't try to kill everyone you love once I'm out of here? Are you _really_ sure you want to release the Green Goblin? I may even try to finish what I've started with Gwen. Maybe I'll pay her a little visit in the hospital while she naps..." Harry continued as he took a threatening step towards Spider-man, a malicious spark of fire glistening in his blue orbs.

Peter stood his ground firmly, unwavering, as he watched Harry draw near until they were only a few inches apart. He carefully selected his words before he reached up to pull off his mask so he and Harry could talk face to face. There was no point in shielding his emotions away from him now.

"I know you won't do that, Harry," Peter said after a long moment, his expression hardening.

"Why?" the opposing male asked, that sneaky grin never faltering.

"Because you're my best friend and I trust you," Peter answered as his chest tightened. It was true-even after all the pain, all the _heartache_ that Harry had caused him, Peter never once thought of Harry as an evil person. They were on two sides of the spectrum: one was a hero who wanted peace while the other was a villain who wanted revenge. Despite all their differences, despite all that happened, Peter still thought of Harry as a _friend_. Nothing in the world could change that.

" _Why?!_ " Harry asked once more, this time through gritted teeth as his body trembled with anger.

Peter's eyes never once left Harry's face as he reached out to place a gentle hand on his shoulder. "Harry, we both screwed up. I nearly destroyed your life, and you nearly destroyed mine. Both of us are to blame for what happened and it doesn't mean that you're the only one that has to be a _bad guy_. What happened to Gwen was very unfortunate but I'm just as much at fault as you are. So if you're a villain, then I might as well be one, too. I turned my back on my city, on my _friends_ and _family_. I turned my back on _you_ , Harry."

The tears were now spilling from his eyes freely as all of the pent up sorrow finally found its way out of Peter's soul. A small smile tugged at the corner of his lips as he pulled Harry to his chest and wrapped his arms around his shoulders in a tight embrace. Such an unexpected gesture left Harry speechless as he allowed the other male to hold him close, his former anger suddenly disappearing at the quietness of Peter's voice.

"I'm so sorry, Harry. _Please_...Please just let me help you. Let's start over form the beginning. I want to give you my blood to help your illness, no matter what the cost, and I want to be there for you," Peter whispered into his ear, his tears dripping down onto Harry's black sweater and seeping into the thin fabric.

He didn't know what he should say. Harry had thought he hated Peter for all that he did. He used to fantasize about breaking out of Ravencroft Institute himself only to track down Peter and kill him once and for all. But as soon as he saw Peter's face yesterday when he came to visit him, all of that hatred seemed to vanish. He no longer wished to harm Peter; all that he wanted to do was apologize for hurting Gwen. For hurting _him_. He wanted to undo his mistakes but he always assumed that Peter would never forgive him for what he did.

And now here they were, both crying into each other's arms as they held each other close while Harry's hand instinctively reached up to grip on tightly to Peter's back. It was almost as if time had completely stopped as nothing but the sounds of their quiet sniffling filled the hospital room.

If it wasn't for Felicia's voice ripping through the silence, who knows how long the two men would have stood there embracing?

 _"Spider-man! We have a problem! Reinforcements are standing right outside the building! They know some one's broken in!_ " cried out a very anxious Felicia from the other end of the radio, startling Peter and Harry as they both broke their embrace to pull apart awkwardly.

Peter quickly grasped the device in his hands, fear suddenly shooting through him. "What are you talking about?! I thought you had everything under control!"

" _I did, but didn't I tell you that it would only be a matter of time until someone noticed something was wrong with the system?! There are a few police cars right outside this very moment and they're heading inside!_ " Felicia exclaimed with a bit of shakiness in her voice.

"What?! _Shit_! We gotta' get out of here right now then!" Peter grumbled as he turned his gaze back to Harry. His eyes indirectly asked the question that was weighing heavily on his mind. Would Harry be willing to come with him? Or would Peter have to resort to his Plan B?

Harry's only response was a nervous glance to the floor as he struggled to decide.

There wasn't any time. If Harry didn't agree, then Peter would have no choice but to knock him out and drag him out the window with him. It would undoubtedly piss him off when he finally awoke, but Peter wasn't against using violence in desperate situations like these. He and Harry could argue later but Peter wasn't going to leave this place without him.

Peter bit his lower lip before he slipped the mask back over his face. "Make up your mind, Harry. We don't have all day!"

Harry closed his blue eyes, breathed slowly through his nostrils, and then nodded firmly. "Fine. I'll go with you."

The tightness in his chest immediately lifted as he smiled through his mask, something that obviously went unnoticed by Harry. "Good," he said, walking towards the window. "For a moment, I was worried I was going to have to sucker punch you and carry you back to Felicia by your feet."

Harry grimaced. "You wouldn't dare..."

Chuckling under his breath, Peter opened the window back up, only to freeze when he saw a few police cars parked around back with their red and blue lights flashing dangerously. _"Shit_ , looks like we got company," Spider-man sighed as he quickly backed away from the window. "We can't go back out through the window or else they'll see us!"

The crackling of the Walkie-Talkie's static reverberated through the room once more, and Peter swiftly picked up and answered it. "What's the new plan, Felicia?" he asked.

" _Please, call me Black Cat_ ," the lady replied. Peter just rolled his eyes at her remark. "Whatever! We need a new game plan! I can't crawl back out through the window. They might try to shoot us down or something!"

" _You've got bigger things to worry than just that! One by one, the security guards are turning on each of the cameras. If you and Harry don't get out of there soon, the whole world will know that Spider-Man broke into Ravencroft Institute! You'll be imprisoned for sure!_ " Felicia shouted into the device, stinging Peter's ear drums with her shrill voice.

" _You're going to have to take the staff elevator and go down to the basement. From there, you'll need to head down to the sewers and make your escape through there. There's a tracking device implanted onto your utility belt so I'll be able to guide you through the sewers. Just be quick! The guards are already on the first floor!_ " Felicia continued. From where she stood at a safe distance on the roof of the nearby building, she could see exactly where Peter and Harry stood with the electronic GPS that she had placed on his belt. If only those two boys had been a little quicker with their dramatic, tearful reunion, they could have been in and out in no time! Well, what was done was done and now she needed to solely focus on the task of guiding them out of Ravencroft in one piece.

Peter glanced from the radio in his hands over to Harry before holding out his hand to him once more. "Let's get out of here, Harry, _together._ "

Harry nodded, accepting the hand that was offered to him and holding onto it tightly. He never thought he'd ever see the day where the two of them would be working together again, but now that it was here, Harry finally felt a glimmer of happiness. It was a feeling he had been certain he would have never experienced again.

" _Together_ ," Harry said with a genuine smile. In seconds, the two of them were out the door and racing down the hallway towards the elevator.


	5. Chapter 5

When he was a child, he would always play _Cops and Robbers_ with his friends on the playground. Peter always hated playing the robber; he much preferred pretending to be the cop where he could chase down his friends with his fingers pointed at them like a gun and bring the so-called "criminals" to justice. He always liked being the good guy-the _hero_ -no matter what game he and his friends played. But today was the first time the roles were switched as he and Harry raced down the hallways, trying not to get caught by the police as they headed towards the staff elevator on the other side of the building. The way he ran through the halls of Ravencroft Institute, pulse racing and palms sweating, made Peter Parker finally understand what it was like to be the bad guy. The only difference between this scenario and the games that he played as a kid was that the police didn't have pretend guns or even toys-they were real and if Peter even paused to catch his breath, he'd be shot down like the criminal he was for the night.

 _"Spider-man! Make a left at this next corner! There are no security guards down that way!"_ called out a female voice from the Walkie Talkie on his belt. Felicia was guiding them through the asylum, watching their every move from her computer a few blocks away via the GPS that she had attached to Peter's belt earlier. She was their guide and both Harry and Peter had placed their full trust in Felicia's hands. One slip-up could mean trouble; even death. Breaking out of Ravencroft was a crime the government didn't take lightly and many criminals that were caught escaping were often shot on the spot without any questions asked.

Peter, on the other hand, was less afraid of the bullets than he was of simply being seen by anyone. His reputation as Spider-man was at stake; if anyone caught a glimpse of him trying to help an escaped convict, his credibility as being one of America's strongest heroes would go down the drain. Felicia had reassured him that it was too dark to see his features on the security cameras because she had hacked into the building's main system and disabled the lights, leaving Harry and Peter to blindly charge down the dark hallways, but his intuition kept nagging at him to be cautious of his every move. If even just _one_ person found out about this, his entire career would be ruined.

"Where do we need to go now, Felicia?!" Peter shouted in the radio, panic evident in his voice. When she didn't initially respond, he skidded to a halt which provoked Harry to do the same. Bending over to steady his breathing, Harry tried to shake off the dizziness that made his head swim with painful throbs. He hadn't been very active since he got locked away in the asylum and tonight was the most running he had done in months. It didn't help that the sickness he had been cursed with had already eaten away at his vitality; he didn't have nearly as much stamina as he did before his health took a turn for the worse. However, Harry refused to allow his illness to get the better of him tonight. If it meant that freedom was right around the corner, he could ignore the burning pain in his chest.

Finally, after a few long seconds of waiting, Felicia responded with a gasp. " _This is not good! You're surrounded on every corner! Find a place to hide quickly!"_

"Where are we going to hide in an empty hallway?!" Harry practically screamed back as he struggled to catch his breath, his voice raspy as he let out a few pained, wet coughs. The sound of approaching footsteps was echoing all through the hallways, and Peter's senses were urging him to conceal himself in the shadows. Without giving Harry so much as a warning, Peter wrapped his arms around the other male's waist and shot his web up to the ceiling. He hoisted himself up to the ceiling with Harry in his arms, holding onto his friend for dear life.

"Don't make a sound," Peter quietly instructed as he pressed Harry's back to the ceiling and pushed his own body against him, trapping his friend in between his muscular form and the roof while trying his best to blend in with darkness of the hallway. Harry's face was dangerously close to Peter's, but his mask kept him from being able to feel the other male's hot breath on his cheek. Even so, Harry was fairly certain that Peter could feel the rapid beating of his heart through their clothing as the intimacy of their current position left Harry breathless. Harry's arms reflexively wound themselves around Peter's neck for further support, out of fear that the web that kept them bound to the ceiling would break and he would slump down to the floor.

Noticing Harry's rising fear, Peter whispered words of reassurance quietly through his mask. "It's going to be fine. I won't let you go." His words did little to reassure Harry, but when he felt a soothing hand gently run up and down along his spine, all of Harry's worries melted away for a moment.

Seconds later, a parade of men rushed through the hallways, their heavy boots making loud echoes throughout the room like a herd of horses stampeding through the building. Quietly, Peter flicked off the audio on his radio so Felicia wouldn't accidentally give away their position if she were to suddenly make an announcement to them. The sound of Harry's deep, labored breathing was drowned out by the men below them as they all wondered where the two perpetrators had disappeared to.

"Where did they go?!" One officer shouted to another.

"I have no idea! I thought I heard them go down this hallway!" Another man answered in a confused tone.

"Well obviously you were wrong! You guys go that way, and I'll go this way!"

"We absolutely cannot let that Harry Osborn escape! We've been given strict orders to fire away the second we have him in our sights!" one officer in particular shouted out

The sound of their voices disappeared as they all marched off in different directions in search of the escaped criminal. Peter continued to use his body to hide Harry as his web held them firmly above before it was finally safe for them to come down.

"That was a close one," Spider-man said as he breathed a heavy sigh of relief, setting the other male down on the tiled floor. Harry only simply nodded in response, face still flushed from their earlier closeness, but Peter didn't seem to notice. "I guess they're not going to show you—er, _us_ —any mercy. Oh well. We just need to make sure we don't get caught, right?"

If Harry was being honest with himself, he could truly say that he didn't appreciate Peter's light-hearted attitude towards this whole ordeal. Didn't he realize just how serious this was? Even if they managed to escape without dying in the process, their faces would be plastered on posters all over the country on "America's Most Wanted List" until the end of the time. Did he really not know just how much trouble he would be in if they were apprehended or was Peter's chipper outlook on things just a defense mechanism he used to protect himself from getting cold-feet?

"Look, Peter," Harry said with a heavy sigh as his sapphire eyes fell down to the floor. "You really, _really_ don't have to do this. I can go back to my room and claim something stupid that I was sleep-walking while the security system had a power failure. I can quietly surrender to the officers and you can escape while they're distracted. This was a really stupid idea in the first place and I don't want you have to suffer because of me any more…"

Staring through the eye holes of his mask, Peter's eyes softened at Harry's concern over him. It was almost as if Harry had completely reverted back to his old self; the self he was before he became the power-hungry, disease-stricken Green Goblin. And that was all the more reason why Peter couldn't back out and abandon him while they had the upper hand. He gripped both of Harry's shoulders, shaking him fiercely, before he settled down and laughed softly. "Don't be insane, Harry! Well, uh, I mean you are still technically an asylum patient, but that doesn't mean you need to _actually_ be crazy."

At the sound of Peter's light-hearted tone, Harry's heart skipped a beat in the same way it had done when Peter had carried him up to the ceiling. He swallowed nervously, hoping that looking away would alleviate the rapid beating of his heart.

"We're going to get out this mess. Together! Now enough of the chit-chat! We need to leave right now before those goons come back!" Flicking back on the radio, Peter held the device up to his mouth and began to speak into it. "What now, Felicia? This place is crawling with cops!"

" _Go all the way down the hallway and take a right. The staff elevator will be right there at the end of the hallway! Go now!"_ Right before she was about to end her transmission, the facetious woman voice rang out once again. " _And I told you to call me Black Cat tonight_!"

Not only was Peter risking himself for Harry, Felicia was just as much throwing herself out in the open as well. If the two of them were caught by the authorities, it would only be a matter of time before they tracked down Felicia, too. She was the most important person to him. She had stood by his side when everything began to go haywire, and even after he was locked up she _still_ didn't abandon him. He had to make it out of there alive no matter what the cost…Not just for his sake. Not just for Peter's, either, but for Felicia, too. They were a team now, and if one of them went down then they would _all_ go down.

Doing as they were told, Peter and Harry were once again sprinting down the hallway as if their life depended on it. They cut around the corner, the elevator in plain sight, before they halted in their tracks when they saw the doors automatically pry open. Two police officers emerged from the elevator, guns in hand, and they looked just about as stupefied as Harry and Peter did when they locked their sights on them.

"Is that...Spider-Man?!" One of the officers gasped as he fumbled with the small pistol in his hand.

"Yeah! And he's with Harry Osborn!" The other officer said as he put two-and-two together.

 _Shit!_ He had been spotted! His body stiffened and his heart nearly stopped at the shock of being caught. If they turned on their heels to run away, there was a high chance they'd get a bullet right through their brains. Peter was certain he could dodge a bullet or two, but Harry, on the other hand, was not nearly as agile as Peter. They couldn't run and they couldn't hide. Their only option at that point was to fight and defend themselves.

With reflexes as quick as a cornered tiger, Spider-man shot out a thick string of web from his wrist and snatched the gun right out of one of the officer's hands while he swiftly landed a kick in the other cop's groin, bringing him to his knees. He reared back his arm to punch the first man in the face to knock him out cold while he used his heel to bring the kneeling man fully to the ground by ramming his face into the floor. Both officers were completely unconscious, and Harry stood wide-eyed at how easily Peter had taken out two men without even blinking.

"Uh...You just assaulted two officers," Harry flatly commented, stating the obvious.

Peter had never actually harmed a civilian on purpose before, but desperate times called for desperate measures. Naturally, he felt guilty but he couldn't very well allow those men to hinder their plan-they had come much too far for that. Hopefully they would wake up with a fuzzy memory in the morning and dismiss Spider-man's presence as a hallucination from their concussion. It was wishful thinking, of course, but it was far too late to come up with any other crazy ideas to handle the situation.

"Come on! There's no time!" Peter snapped as he grabbed Harry's arm, dragging him into the elevator and rapidly pressing the button to have the doors closed. The soft humming of the elevator music did little to quell the anxiety filling up Peter's mind as they descended to the lower floors, and he strove to keep his nerves under control.

"It's going to be okay, Peter," Harry mumbled, taking note of the way Peter was anxiously cracking his knuckles and tapping his foot as he watched the elevator gravitate from the seventh floor to the basement. He placed a gentle hand on his Peter's shoulder, blue eyes full of concern and worry for his friend's well-being. It felt strange for _him_ to be the one doing the comforting, but Peter had risked his life and career by taking out those two policemen without even batting an eye and he did it all for _him_. There was no way he could ever truly convey his gratitude towards Peter, and even doing so would be bizarre. After all, up until that day, Harry had blamed Peter for getting him locked up in Ravencroft in the first place. So why was he now finding himself to be grateful towards Peter?

Harry could feel a coughing fit coming on, and as much as he tried to fight it, he couldn't suppress his hacking and wheezing as he desperately tried to ease the scratchiness in his throat. Peter patted Harry roughly on the back, wishing that Felicia had included a water bottle in his utility belt to help with Harry's congested lungs. Harry shrugged the other boy off as he waited for his coughing to soon die down. "Don't worry about me," he grunted out in between heavy breaths, "it's just a side effect of my illness." Peter could feel a dark shadow looming over his body as the familiar guilt from the past four months coiled around his heart, darkening his thoughts. Harry's sickness may not have progressed this bad if Peter had offered him his blood months ago…Even if he gave him some now, there was no telling if it would even fully work since his illness had only gotten worse and worse over time. He hated watching Harry clutch onto his chest in pain, eyes sealed shut, as he inhaled sharp breaths of air.

The elevator doors soon opened and Harry straightened himself up, pretending that he didn't just lose his ability to breathe normally only seconds ago. "Ask Felicia what we need to do now," Harry said in a stern voice as if he was taking the lead now. The basement was dark and dreary and smelled like rotten eggs; only the most heinous of criminals were kept down here and locked away in seclusion.

" _Spider-man, there should be a sewer drain around there somewhere. You can lift the manhole cover and drop down into the sewers and escape through there!"_ Harry's assistant called out over the radio. It was as good of a plan as any, Peter figured, and he and Harry both began to search the dusty floors for a drain.

Felicia had been right on target; near one of the exit doors that lead to the stairway was a sewage drain. Peter sprang towards the drain and wasted no time in trying to lift the heavy cover off of it, but cursed when he realized it was bolted into the ground.

"Damn, we should have known that it wasn't going to be that easy. If their sewage drains were easy to open, I'm sure there would have already been a lot more break outs in here," Harry commented as he began to pace around the floor in circles, chewing nervously on the fingernail of his thumb. "So what now?!"

Peter breathed heavily through his nostrils, planning his next move, before he hurriedly scooped up the Walkie Talkie and began speaking into it once again. "Felicia, remember how you told me the GPS has a bomb in it? Just how strong is that bomb? Will it make a powerful enough explosion to blast through cast iron and concrete?"

The woman on the other end of the radio paused for a second before she replied. " _Why, yes, of course the bomb can blast through that. But I wouldn't recommend it! It you cause too much of a ruckus, they'll know that you escaped through the sewers_ —"

"What other choice do we have?! We're like sitting ducks down here! We can't just walk out the front door! It's only a matter of time before officers flood the entire building and we're caught!" Peter shouted, already removing the GPS from his belt to figure out the device's settings without Felicia's permission.

There was a tiny red button on the back and Peter could only guess that once it was pushed, he would have only a few seconds before it exploded. He quickly turned to Harry, hiding his wicked grin underneath his hood, "Go hide behind a pillar or a desk! This place is about to go _BOOM!"_ He didn't need to tell Harry twice as the young man quickly scurried away to safety and leapt over a desk, covering his ears with his hands as he crouched over. Once Harry was out of harm's way, Peter took in a deep breath and pushed the red button and threw the GPS atop of the iron manhole before he, too, joined Harry underneath the desk.

Seconds ticked by and soon there was a loud explosion that reverberated through the entire room, practically making the walls of the building tremble from the impact. Peter's arms flew over his head for further coverage as debris was slung across the entire room. Both of the men's ears began ringing loudly and they silently waited for the smoke to settle down before they crawled out from underneath the table to inspect the damage.

Fortunately for them, a giant, gaping hope was now in place where the drain's iron cover had once been. Pieces of the concrete surrounding the drain had also been blown apart, giving them a big enough hole for them to crawl through.

"You first," Peter said to his friend as he gave him a gentle nudge on his back towards the hole. "Once we're both through, I'm going to seal up the hole as best as I can to buy us even a little bit of time."

Harry nodded and approached the hole, frowning over the fact that he couldn't see the bottom and there was no ladder that lead down. Mustering up all the courage that he could find, he jumped down into the tunnel until he landed in wet, soft mush. His senses were immediately assaulted by a fowl stench that made his stomach churn with nausea. Not even the dirtiest of gym locker rooms could compare to the smell of the sewer, and now slime was sticking to his clothing to make matters even worse. He could try to hold his breath all he wanted but nothing could save him from the overpowering stench. The polluted water reached up to his knees, and Harry didn't even want to know what all lied beneath the water's murky surface.

As Harry tried his best to keep himself from vomiting, Peter set to work on getting the hole covered. He had dipped down in the drain, hanging to the edge of the hole by a thin string of web as he used his web-shooter to fill the top of the hole in layers and layers of thick, sticky web. Tough and durable, it would take a dubious amount of power tools to break through his veil of web that now completely sealed the hole, and he hoped that it would hold up for a long enough time for them to rejoin Felicia and get to a safe hiding place.

Satisfied with his shield, Peter dropped down to the bottom of the sewer and landed in the muck with a splash. Shortly after he stood next to Harry, he began choking and gagging from the smell. "Oh GOD! This reeks!"

Harry chuckled at Peter's reaction which had been very similar to his own as he began to trudge through the thick sludge that seeped through his pants. "No time for dawdling! We need to hurry up and get to Felicia."

"Gross! And my suit is totally not water proof!" Peter fumbled with his utility belt until he found a flash light, and he used the soft glow of the tool to light their muddy path. "But we've got bigger problems, though," Peter brought up with a sigh.

Harry couldn't take any more problems. As if running for their lives and then being stuck in a sewer wasn't' bad enough already. "What's the matter?"

"The Walkie Talkie seems to be out of service down here. No matter how many times I push a button, I just can't get it to work," Peter began before letting out a deep, irritated groan. "And Felicia just _had_ to the put the bomb in the GPS of all things! Now we have no way to communicate with her or find our way through this place!"

Harry scratched the back of his head uneasily as the heaviness of the situation settled on his chest. That was indeed a problem, but at least they were out of Ravencroft. Still, it was only a matter of time before they were found so the worst possible thing they could do would be to just wait around helplessly and watched as their plan was ripped to shreds. "Let's just keep walking as far as we can. I'm sure we'll find a latter or something somewhere if we keep walking and then we'll try contact Felicia once we're to the surface."

Peter rubbed the back of his neck as he followed his friend. He was a complete amateur to this whole "escape from prison" business and it was clearly wearing him down. Even so, he continued to trudge through the murky waters of the sewer alongside Harry, occasionally cracking a few toilet jokes as if they were still elementary school kids. After several long moments of maneuvering their way through the dark and dreary tunnel, a nearby ladder caught Harry's attention as the flashlight shined across it.

"There it is! There's our exit!" Harry cried out as he picked up his pace, nearly tripping over some trash as he reached for the ladder. As Harry took his first step up, Peter abruptly shot out a hand to grab the back of his shirt to pull him back down into the slime. "No! Harry, wait! It's dangerous up there!"

Confused by Spider-man's sudden outburst, he craned his neck and turned to look at his friend with a grimace contorting his features. "What's your problem? We can escape through the top if we climb the ladder!"

Peter shook his head as he stood his ground as an unsettling feeling washed over him. "I have a really bad feeling, Harry. I think that if we escape through this particular exit, there will be a hoard of police waiting for us nearby. It's best to keep going for another mile or so," he advised, his precognitive senses giving him a fair warning as to not be hasty in their escape from the underground maze.

"What? Are your Spidey senses tingling or something?" Harry asked skeptically as he flashed the light of the flashlight upon Peter's face. Removing his mask, Peter let Harry get a good, hard look at his face to see that he wasn't joking.

"I mean it, Harry. It's not safe up there. Let's keep going," he mumbled before heading down the dark, twisted path once again. Defeated, Harry cast one last look at the ladder before following after his friend. It felt like years were passing by as they continued on with their journey to safety, and neither of the guys exchanged any form of small-talk until Peter began to find the quietness of it all to be too unpleasant for his likes.

"So…What do you plan to do first once all of this is over?" Peter asked as he glanced at the brunet walking beside him.

"Take a shower," Harry replied flatly.

Peter had no choice but to chuckle at that as he leaned over to pick off a piece of trash that was stuck to the top of Harry's head. "Pfffft, I know that, smart ass. What I meant was after all this is over and done with. What are you going to do with your life?"

With hone hand directing the flashlight in front of them and the other hand shoved into the pockets of his drenched pants, Harry kept his eyes focused on the trail ahead of him. "I'm not really sure," he answered, his jaw tightening ever so slightly. "I kinda' figured I was going to die in Ravencroft and I haven't had much time to reflect on the possibility of what my future will be like now that I'm no longer in there." He was thrown into another coughing fit, and he clutched on tightly the fabric over his chest as if squeezing it tightly would help alleviate the pain. It didn't.

Peter could no nothing but watch as Harry struggled to breathe; the pollution of the sewer was only further expediting the inflammation of his lungs. After a few long moments of wheezing, Harry finally managed to inhale a breath of air without choking.

"The first thing you're going to do, Harry," Spider-man said with a grim expression, "is take some of my blood so we can cure your disease."

Silenced enveloped the two comrades for the next hour, save for the occasional spasms of coughing that Harry couldn't contain, until they happened upon another ladder. This time when Peter looked at it, he didn't feel any grave sense of danger emitting from the surface. His senses were rarely wrong; he could often feel the presence of trouble if it was nearby. "I think we're far enough away from the authorities," Peter said as he placed his hands on the wobbly, iron handles. "I think we can sneak out of here unnoticed and try to find a safer place to hide."

As he began to ascend the steps of the ladder, Harry couldn't help but chuckle. "You know, considering the fact that we've been down here for nearly an hour and a half and we haven't been caught yet, I'd say that you make a pretty skilled villain. I applaud you for getting away with your crime so far." It was a snide remark and Peter couldn't help but feel a pang of guilt swelling in his chest as he slowly pushed against the iron cover that lead to the surface. He chose to remain silent and not respond to Harry's comment, not wanting to get into an argument after all that had happened that evening.

This manhole, unlike the one in Ravencroft, was easy to push up. He only lifted the cover high enough for him to peek out and let his gaze sweep the area in case any police cars were waiting for them to emerge from the sewers. Luck was shining down upon them since there wasn't a cop car in sight and the sounds of sirens in the distance seemed rather far away.

"The coast is clear," Peter whispered as he began to slowly creep out of the darkness after slipping his mask back over his face. He held out a hand to help Harry out of the tunnel as well, and both men couldn't help but smirk at how gross they looked at that very moment with their pants completely soaked from the nasty water and dirt sticking to their shirts.

"Let's meet up with Felicia so we can finally get that shower we needed," Harry grinned, suddenly finding humor in their situation.

Peter nodded and grabbed onto the radio in attempts to contact Felicia. Nothing but static reached Peter's ears as he continued to try to send a signal to her. "Damn, she's not picking up," Spider-man grunted as he continued to try to make contact with their accomplice. Harry's face grew pale until his skin was as white as sheet and his throat was even drier than it had been during his coughing attacks.

"Do you think…maybe she's been caught?" Harry asked quietly, unsure if he truly wanted to know the answer to that question or not. Not wanting his friend to jump to conclusions, Peter tried to console him by patting him roughly on the back.

"I'm sure she's fine. She's probably just a bit pre-occupied with her computer or something. Why don't we go to that empty warehouse Felicia and I had initially planned to meet up at? It's a bit of a hike but it should be safe enough for us to catch a breather and go over Felicia's next plan of action when she joins up with us," Spider-man suggested. He didn't like standing out there in the open, so vulnerable to attack, as he held out his hand to Harry so the two of them could fly away to safety on his stringy web.

Suddenly, the crackling of the radio caught both of their attention before Felicia's panicked voice called out to them over the receiver. " _Spider-man! Harry! We've got a problem! They've found me!_ "

Peter's skin began to crawl at the sound of her alarming voice. She sounded out of breath and the audio sounded shaky, almost as if she had been running and talking at the same time. Peter didn't have any time to respond to her as Harry reached out and snatched the Walkie Talkie right out of his hands to take control of the conversation. "Hello?! Felicia! Are you okay?! Where are you?!"

" _I'm fine! I'm on the run right now so I can't really talk! I'll meet you guys at our pre-planned destination once I lose these buffoons_!" His secretary responded back before their signal was cut-off once again. Harry stood there for a moment, a blank expression on his face, as his hand gripped on tightly to the radio. Felicia, his personal assistant and girlfriend, was in danger and it was all for his sake. Even so, he knew better than to doubt her skills. He had seen her in action before; she was a very agile woman and her reflexes mirrored those of a cats—her nickname, the _Black Cat_ , couldn't have been more fitting for a woman of her caliber.

Turning to face Spider-man once again, Harry shoved the radio back into the other male's hands. "You heard the lady. She's going to meet us at the pre-planned destination. You know where that is?"

Nodding once, Peter adjusted the web-shooter on his wrist and prepared to fire his sticky strings against a nearby building. "Even though I blew up our GPS earlier, I still remember Felicia's directions as to where it was. It's an abandoned warehouse on the other side of town. The safest way to get there unnoticed would be to crawl through the sewers again, but the quickest way would be to swing on a web. What would you prefer?"

"Are you kidding me?" Harry rolled his eyes in disbelief while placing his hands on his hips. "Felicia's in trouble and you think I'd even consider taking the _safe_ way to her?"

That was exactly what Peter had expected his friend to say, so in seconds he was shooting his web out from his self-made device while roughly pulling Harry against his chest. A sudden burst of warmth washed over Peter's form as the other male's body was pressed against him once again. To keep from falling, Harry's arms wrapped around his neck and soon he felt himself being lifted off the ground and swung through the air like Tarzan swinging on a vine. It was a rush like none other, the wind whipped through his hair as his eyes began watering from the velocity of their speed. Spider-man had them swinging from building to building through the streets of New York City, and Harry cringed when he saw just how high up they were. Even so, he wasn't afraid. He knew Peter wouldn't drop him and he somehow felt safe in his arms, even as they practically glided through the air.

"You smell like shit," Spider-man chimed out.

"Likewise," Harry retorted back with a chuckle.

They spent the next few moments flying through the air, laughing as they continued throwing insults back and forth to each other as if they didn't have a care in the world. And for that single moment, the two of them believed that everything would be completely and utterly fine.

If they had only known how wrong they were…


End file.
